EXHIBIT 10.7
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR PURCHASE OF STOCK UNDER THE
UNITED FIRE & CASUALTY 2008 STOCK PLAN
Grant Number 003
1.
Grant of Option
. United Fire & Casualty Company
(hereinafter the “Company”), in the exercise of its
sole discretion pursuant to the United Fire & Casualty 2008
Stock Plan (the “Plan”), does on May 21, 2008 (the
“Grant Date”) hereby grant to Michael T. Wilkins (the
“Optionee”) the option to purchase 8,463 shares of the
common stock of the Company for a price of $33.43 per share upon
the terms and subject to the conditions hereinafter contained.
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Plan. This agreement is not
intended to be an incentive stock option agreement as defined in
Section 422 of the Code.
a. Subject
to the terms of this Award Agreement and the Plan and provided that
the Awardee remains continuously employed throughout the vesting
periods set out below, the right to exercise this option shall vest
as follows:
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Vesting Date
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Annual Percentage of
Vesting
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One (1) year from the Award
Date
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20%
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Two (2) years from the Award
Date
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20%
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Three (3) years from the Award
Date
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20%
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Four (4) years from the Award
Date
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20%
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Five (5) years from the Award
Date
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20%
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b. THIS
OPTION WILL BE AFFECTED, WITH REGARD TO BOTH VESTING SCHEDULE AND
TERMINATION, BY LEAVES OF ABSENCE, CHANGES IN THE NUMBER OF HOURS
WORKED, PARTIAL DISABILITY, AND OTHER CHANGES IN THE
OPTIONEE’S EMPLOYMENT STATUS AS PROVIDED IN THE
COMPANY’S CURRENT POLICIES IN SUCH MATTERS. THESE POLICIES
MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE IN THE COMPANY’S
SOLE DISCRETION, AND THE OPTIONEE’S RIGHTS WILL BE GOVERNED
BY THE POLICIES IN EFFECT AT THE TIME OF ANY EMPLOYMENT STATUS
CHANGE. CONTACT HUMAN RESOURCES FOR A COPY OF THE MOST CURRENT
POLICY STATEMENT AT ANY POINT IN TIME.
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3.
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Expiration Date . This option shall expire ten (10) years from
the Grant Date.
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4.
Termination of Optionee’s Status as an Employee . Upon
termination of the Optionee’s Continuous Status as an
Employee (as such term is defined in the Plan), the Optionee may
exercise this option to the extent exercisable on the date of
termination. Such exercise must occur within twenty-four (24)
months after the date of such termination (but in no event later
than the date of expiration of the term of this option as set forth
in Section 3 above). To the extent that the Optionee does not
exercise this option within the time specified in this Section 4,
this option shall terminate.
5.
Disability of Optionee . Notwithstanding the provisions of
Section 4 above, upon termination of the Optionee’s
Continuous Status as an Employee as a result of total and permanent
disability (as such term is
defined in the Plan), the Optionee may exercise
this option, but only to the extent of the right to exercise that
would have accrued had the Optionee remained in Continuous Status
as an Employee for a period of twelve (12) months after the date on
which the Optionee ceased working as a result of the total and
permanent disability. If the Optionee’s disability originally
required him or her to take a short-term disability leave that was
later converted into long-term disability, then for the purposes of
the preceding sentence the date on which Optionee ceased working
shall be deemed to be the date of commencement of the short-term
disability leave. Such exercise must occur within eighteen (18)
months from the date on which the Optionee ceased working as a
result of the total and permanent disability (but in no event later
than the date of expiration of the term of this option as set forth
in Section 3 above). To the extent that the Optionee does not
exercise this option within the time specified in this Section 5,
this option shall terminate.
6.
Death of Optionee . Notwithstanding the provisions of
Section 4 above, upon the death of the Optionee:
a. If
the Optionee is, at the time of death, an employee of the Company,
this option may be exercised, at any time within twelve (12) months
following the date of death (but in no event later than the date of
expiration of the term of this option as set forth in Section 3
above), by the Optionee’s estate or by a person who acquired
the right to exercise this option by bequest or inheritance, but
only to the extent of the right to exercise that would have accrued
had Optionee continued living and remained in Continuous Status as
an Employee for twelve (12) months after the date of death;
or
b. If,
at the time of death, this option has not yet expired but
Optionee’s Continuous Status as an Employee terminated
prio
